BOSC

Business Context and Reporting Period

This Form 6-K filing, dated November 12, 2009, serves as a notice of the Annual General Meeting of Shareholders for B.O.S. Better Online Solutions Ltd. (BOS), an Israeli corporation. The filing incorporates the Company's audited Consolidated Financial Statements for the fiscal year ended December 31, 2008. BOS operates in two primary segments: Mobile and RFID Solutions, and Supply Chain Solutions. The Company is currently listed on The Nasdaq Capital Market following a transfer from The Nasdaq Global Market due to non-compliance with certain listing standards.

Key Financial Metrics (Fiscal Year Ended Dec 31, 2008)

Segment Performance (2008): Supply Chain Solutions generated $38.5M in revenue (76% of total), while Mobile and RFID Solutions generated $12.4M (24% of total).

Material Changes vs. Prior Period

• Revenue Growth: Revenues increased 114% year-over-year, driven primarily by the acquisition of Dimex Systems Ltd. in March 2008 and the inclusion of Summit Radio Corp. results.
• Impairment Charges: The Company recorded a significant non-cash goodwill impairment charge of $1.873 million in 2008, attributed to the Supply Chain reporting unit due to declining market capitalization and global economic conditions. Additionally, $1.456 million in impairment losses were recorded for investments in other companies (Qualmax, NWB, and Surf).
• Debt Increase: Total bank loans increased from $8.3M in 2007 to $12.6M in 2008 to fund operations and acquisitions.
• Listing Status: The Company transferred its listing from The Nasdaq Global Market to The Nasdaq Capital Market in October 2009 due to failure to meet minimum stockholders' equity and market value requirements.

Guidance, Outlook, and Corporate Actions

Reverse Stock Split: To regain compliance with the Nasdaq Capital Market's $1.00 minimum bid price requirement, the Board proposes a 1-for-5 reverse stock split. This will consolidate every 5 Ordinary Shares (NIS 4.00 nominal) into 1 Ordinary Share (NIS 20.00 nominal). The Company has until March 15, 2010, to regain compliance.

Capital Increase: Subject to the reverse split, the Company proposes increasing its authorized share capital from NIS 140 million to NIS 200 million to facilitate future business needs, including potential capital raises or acquisitions.

Subsequent Events:

• The Company requested delisting from the Tel Aviv Stock Exchange (TASE), effective May 12, 2009.
• In February 2009, the Company sold the OptimizeIT product line for $70,000 plus contingent consideration.
• Revised loan documents were executed in March 2009 with Bank Leumi, updating covenants related to equity and EBITDA.

Risks: The Company faces risks related to its ability to maintain Nasdaq listing standards, significant accumulated losses (NIS 38.9M in Israel, $8.8M in the U.S.), and contingent royalty obligations to the Israeli government totaling approximately $3.5M.

Investor Verification Checklist

• Reverse Split Approval: Verify if the 1-for-5 reverse split was approved by shareholders at the December 23, 2009 meeting, as this is critical for maintaining Nasdaq listing.
• Liquidity Position: Confirm current cash balances and debt covenants, given the increase in debt to $12.6M and the reduction in cash to $1.6M.
• Goodwill Valuation: Assess the sustainability of the remaining $5.4M goodwill balance following the $1.9M impairment charge in 2008.
• Investment Impairments: Review the status of investments in Qualmax, NWB, and Surf, which have historically generated significant impairment losses.
• Related Party Transactions: Review ongoing fees paid to Cukierman & Co. (controlled by the Chairman) for investment banking and business development services.